Confessions of An Empath
by MiWilliams1016
Summary: Caroline Saunders has no known past. She appeared in the woods one day with the ability to duplicate powers. She is known as the strongest empath alive, with the ability to choose what to take and keep it permanently. She wonders if she wants this life or if she wants to learn about the past. Unfortunately more pressing matters are at hand and Manhattan isn't the only one fighting.
1. Chapter 1

"New mission?" Steve looked up from his coffee when Nick walked in holding a folder. Slapping it down on the counter, Tony walked over and started to spread the papers on the counter. He pushed the papers with images away from, Steve looking at them straighten them.

"Who's the girl?" Tony picked up what appeared to be a school photo.

"Your newest member." Steve started to read the second page, "a fifteen year old?"

"It's not an ideal," Nick looked up when Natasha walked in, Clint trailing behind her. "She needs training, and Xavier can't help her anymore."

"Why are you assigning her to us?" Clint who was staring her photos asked. She had lovely straight blond hair and red lips. Her thick black eyelashes frame a pair of emerald eyes. She looked older than her age, more like eighteen than fifteen. Her cheeks were a light shade of pink in the photo. Her smiled was pretty but reserved; her lips were closed. To Clint it appeared that she was staring at him through the photo. He put it back on the counter and picked up a text file.

"She needs field training. Anything we assign in the control room won't be real enough. She sees through it. She can't take it seriously." Natasha nodded at Nick's statement, she understood, "Plus she needs challenges not only physically but mentally. Stark I need you to challenge her. She has already graduated and we plan on sending her to an elite school."

"Shouldn't that be her choice?" Steve butted in.

"It's complicated in her situation." Nick had pulled out a tablet to show more stats of the girl.

"Her energy is off the charts," Clint added taking the tablet away from Fury. She seemed to max out on all the areas. "What is she?"

"An empath. Most advanced one in history might I add. Unlike other empaths when she copies abilities it's permanent. She describes it like a filing cabinet. She can push them away or pull them out. She can pull out more than one at a time as well."

"Anything else?"

"Unlike her friend Rogue, she can choose what she wants to take. Rouge absorbs memories, feelings, abilities and other characteristics. The young lady can choose if she wan to take something, and what. There been several occasions where she just takes knowledge. We found that out after she learned Spanish in a day."

"So…ugh..." Steve grabbed the paper with the girls name on it, "Caroline, does she have any family?"

"None that we know of. Magneto found her in the woods. Fearing for her safety he took her to Xavier. After two years there and absorbing abilities he contacted me. We have had her train with Carol Danvers, Iron Fist, War Machine, and right now she's leaving Montana. She just finished her training with Dr. Strange. We plan on her working with Spider-Man as well when she works with you."

"Don't you think that's a little much?" Clint had finished reading the paper. It seems unfair to take away her childhood and then go in a refuse time as a teenager.

"She agrees to it."

"There is a young girl waiting for Mr. Stark in the lobby," JARVIS had broken in before an argument could start. Tension was starting to build and majority of the people where against this. Namely everyone but Nick and Bruce, but he wasn't here now.

When the elevator stopped on the floor the blonde hair girl had appeared. First things that were evident was the photos needed to be updated. From the middle of her forehead over her right eye and ending at her earlobe were three jagged white scars. She stopped when she noticed everyone was starring at her not talking.

"What the hell happened to your face?" Nick asked.

"I got attack by a dragon."

Tony laughed, his arms folder over his chest. "Really kid, what happened?"

She looked offended, "I got attacked by a dragon. Why is that so hard to accept?"

"Because dragons don't exist," Clint informed her.

"Well where Iron Fist took me they do." She crossed her arms, "Why would I lie?"

Natasha chimed in, "She has a point, and we just met her why would she lie to us?"

Nick seemed to accept this answer and decided to stop the bickering. "Caroline, this is Tony, Clint, Steve and Natasha. The four other people you will be training with is Thor, Bruce, Spider-Man, and Loki."

"Whoa. Whoa. Whoa. What?" Clint stopped him before he continued, "Loki? When the hell where you going to tell us Loki was going to be involved?"

"It'll be later on. He won't be coming here; Thor will take her to him. He is still imprisoned in Asguard. Dr. Strange could only teach her the magic he knew. He has no clue of Asguardian magic and how I works."

"I don't think that's a good idea," Clint protested.

"Well it's not up to you to decide." Nick had rebutted before Steve could agree. They all went quite and turned to the girl. She was looking around the room; she stopped at the balcony door.

"Oh I love balconies," she cooed, her voice was soothing almost like a lullaby. She had left her suitcase by the stairs and walked out the glass doors. She leaned against the railing, the wind was whipping her hair around and she didn't mind it. She rested her elbows on the bar and stared out over the city. Manhattan was large and it seemed like it was always moving. She didn't get the chance to fly much; it made her dizzy and sick. She hoped to overcome it, she would love to see more views like this on.


	2. Chapter 2

The first time Caroline attempted to rock climb she was still at the school for gifted. She had just finished her studies and went outside to enjoy the spring day. It was the first day that was warm enough to go outside without a jacket and plenty of students where taking advantage of it. She was in the court yard playing with Bobby and Kitty. Bobby had thrown he Frisbee towards her but it just grazed her fingers, flying towards Logan who was having a conversation with Storm in the distance. He caught it and look back at the kids, Caroline was waving her arms around motioning for him to throw it back.

When he threw it back he had thrown it way to hard, it flew over the kids and sliced through the leaves. Moaning the three had darted into the forest in search for the lost plastic disc. It was Kitty who had spotted it first. It was jammed into a gap of the side of a cliff. This cliff was used during training, it had been too dangerous to use because the winter had left it frozen over. Now that the snow was gone and the flowers were starting to bloom Caroline felt that she could conquer it no problem. She went to teleport onto the ledges till she got to the location but she stopped herself. When was the last time she tried to do a task as a human.

Shoving her sneakers into the gaps she started to hoist herself upwards. She grabbed the ledges, and push against the cracks. "What are you doing?" Kitty had called out standing at the bottom looking up, her brown hair was moving along with the wind. "Just teleport!"

"What's the fun in that?" She didn't even think about the words, they slipped through her teeth and she let the wind carry them around. After she heard the words she believed them. She was doing pretty well; she was half way towards the disc and about a fourth away from the bottom.

Mind you that the cliff was easily a 12-foot wall with jutting stones and moss covering it. When she finally grabbed the disc she felt a sense of pride, but with only one hand on the wall and the motion of trying to wiggle the plastic free she had stepped up on stone hoping to get a steadier standing. Instead she had slipped on the moss, losing her balance she fell backwards. Her weight was enough force to pull the disc out and there was no padding to save her from the still slightly frozen ground. When she landed it had forced the air out of her lungs and made her dizzy.

"Line!" It was Bobby's voice that she heard first, he was looming over her blocking out the sun. "Are you okay?" She shoved the Frisbee in his face as answer. She laid there for a few minutes before Logan walked by her and asked if she was okay. She gave him a thumb up and sat up. When he offered her his hand she took it and ended up looking him straight in the face.

"It isn't always what we can do with our abilities," He had fallen into stride with her, "But what we can do with out them." She ended up climbing the wall all way to the top. Logan was there when she did it. He was always there. He had made sure to stand there to make sure she never got injured. She had fallen dozens of times. Since she refused to wear a harness Logan refused to catch her. She told him that was a fair argument. She learned several things through that experience. She learned not to give up even when it hurt. She learned how to endure sudden pain. She learned how to regain her composure after being thrown off. And she learned that she loved rock climbing.

When she had asked Steve if he would like to go rock climbing he was surprised. He confessed that he had never done it before.

"Well," she had set a backpack in front of him, she laid a harness on top and smiled at him, "You have to start somewhere." She was still unsure how Natasha ended up with them but she enjoyed the company. They ended up in Michigan, thanks to her knowledge of teleportation, with the mountains at their command.

"You are a natural," She had called out to Natasha who was a few feet under her. She had made them agree to be the leader and had secured their harnesses to hers. Steve was holding his own as well. It was only twenty feet, for a normal person it would have been too much for their first time, but then again it she was being followed by two famous superheroes. The top of the cliff was flat, and it wore an unclipped lawn. When the party had finally pulled themselves to the top she had handed the each a bottle of water and was digging through her backpack for the sandwiches and trail mix.

"How did you get into rock climbing?" Steve asked wiping the sweat off his brow. They all had a light layer of sweat on their body.

"A Frisbee," She smiled at him. After giving them their sandwiches she had explained the story. When she was done she has laid back into the grass, a breeze was dusting over each their bodies.

After two minutes of silence she broke it, "I like this because I can forget."

"Forget what?" Steve had just finished capping his water bottle.

"That I'm not human, that my life is now determined by everyone else," She laid her hands above her head, "That I'm either going to be an agent or a superhero. I don't think I want that."

Steve had thought about this as well. She had been only been living with them for three days and yet they had accepted her as a team member. Then on the second day he had stopped, what if she didn't want to be part of the team. "What do you want to do?" Natasha had asked before Steve could get to it.

"It's stupid."

"Come on, you can't start that shit then just stop" Natasha had grabbed her bag in search of another granola bar.

"I want to be a fashion designer," She had said it without looking at them.

At that moment it hit Steve. She had been told what she was going to do when they learned about her. There was no other option in her eyes because she wasn't given one. Looking at her he wanted her to challenge what she was told. He wanted her to be a teenager and do what she wanted. He wanted her to be able to have a say in her future. That's why he fought so hard.

"Then that's what you'll do." Natasha had looked at Steve confused. Natasha had been in the same situation that she had been in. Life determined for you. She remembered when she was given a second chance though.

"Have fun telling that to Fury," She started to pack her back, pulling the zippers shut.

"I won't, you will. It's your life, do what you want with it." After that it was quite, they didn't climb back down she just teleported them back.

It wasn't until after she had showered and was lying in her new bed did she think about what he said. After tossing and turning she decided she would follow Steve's advice. After that she fell asleep and felt hopeful.

Author's Note:

This chapter I feel like I have finally fallen back it my writing style. I am planning on rewriting the first chapter and reloading it. If I do that it will be when I upload chapter three. I have three other stories I periodically work on none have been uploaded. I will more than likely update once a week. It will either be the beginning or the end never the middle. If you have question please leave them in the review section.


	3. Chapter 3

It was now two days after the rock-climbing trip and Caroline had finally met Bruce. When he had come back it was eight in the morning and Caroline was standing in the kitchen making coffee with Steve making pancakes next to her. Steve was dressed for they day while Caroline still had to do her hair and find where Tony had stashed her shoes this time since he though it was funny to do.

"Hello, Caroline, Correct?" She turned and she saw Bruce, curly hair with graying edges and a beginning of a scruffy beard, He had a backpack slung over one shoulder and a duffel bag at his feet, he looked tired. "I'm Bruce," Holding out his hand she took it and firmly shook it.

"Pleasure to finally meet you," Caroline has been hearing a lot about Bruce from Tony, he had been missing his 'Science Bro' for two weeks and has been whining like a child. "I'm happy you're here, Tony's been missing you."

"Only a little!" Tony had been standing on the last stair since JARVIS had announced Bruce's arrival. Walking over to his best friend he had hung his arm over his shoulder. "You're going to love Carolina, she's smart, quiet, athletic." Tony had only spent very little amount of time with Caroline most of that time he didn't notice she was around. She had solved several equations that he had left out on his desk, and she had completely memorized the building of JARVIS, whom she had created a really strong bond. Most of her time was with Natasha and Steve, she practiced with Clint on Wednesday he was teacher her how to use a bow. After a few frustrated attempts she had grabbed his hand and duplicated his knowledge on bow and arrow techniques. She was decent but she wasn't as good as Clint. The bow was too large and didn't weigh right. She couldn't remember to keep her feet planted correctly. Clint called her out saying she was cheating. She crossed her eyes at him when he turned around, apparently Natasha had saw and started to laugh.

"Can I see you hand?" She asked holding her hands in front of her bosom. He was hesitant but gave her his left hand; she wrapped her fingers around his and closed her eyes.

Whenever she did this she had to remind herself to remain calm or it would turn sour. Behind her eyelids she saw blackness, then she connect with him. Memories started to form around her; colors of his emotions, voices, and his personality had surrounded her into a bubble. Carefully not to freak out she took a deep breath and pushed his memories back first, she then pushed away the emotions and his personality. All that was left was a radiating green. She was confused for a moment before she realized it was his ability. It was embedded into him, part of his blood. She touched it, stroking her hand through the vapor, anger started to emerge in her chest and she pulled her hand back the feeling fading. Taking a deep breath she brought herself back to reality.

"Thank you, your are ability is unique." He nodded and picked up his bags and looked at Tony. She could feel his emotions, one of the side effects. It would only last for several minutes before the connection was completely faded. He was nervous, and she understood why.

"Have you made a decision yet? For school?" Steve had pulled her out of her thoughts. He had asked her if she would like to attend high school. She wanted to but she had already graduated. Steve said they would work around it and told her it was up to her. Today was Friday and if she wanted to start Monday they needed to know now.

"I have," She had taken a plate of pancakes and a cup of coffee, "I want to attend." She was excited to attend a real school. Xavier school was nice but it felt more like a home to her.

By two she was enrolled and Pepper had already taken her school supply shopping, which she had a blast doing. Now she was sitting on the leather couch in the main room. She had a pair of black headphones on and was looking through the magazines she had convinced Pepper to buy. On her lap was a self-healing mat and in her had was an X-acto knife. She had a sketchbook on the coffee table in front of her and was pasting the outfits she had liked in the book and making comments. Steve was sitting next to her occasionally glancing over when she started to sing out. It was at his third glance did JARVIS notify them saying that they were needed in Time Square.

When the team had arrived there they realized it was the Serpent Society. Cobra was behind Viper both were striking in different directions; Caroline had used her issued SHIELD motorcycle following closely behind Steve. She wore a black lacy mask covering her eyes. A black bulletproof suit concealed her body and she wore black leather gloves. She ran towards Viper first, Viper swung at her but Caroline dipped under the attack and used the momentum to force her leg up and kicked her in the jaw. Viper stumbled back looking dazed for a moment but it was gone in an instant and she darted forward again. Caroline jumped flipping over Viper and shoved her feet into her back.

Viper was stubborn; she bounced up and bent her knees in an attack stance. Caroline looked past her noticing a red blur swing towards her. Viper must have noticed because she looked back and ducked right before the swinging object hit her. It barely missed Caroline, but it smacked into something behind her. She whipped her head backwards to see that Cobra was sprawled out in front of her and the blur turned out to be Spiderman. Cobra wrapped his tail around Spiderman and yanked. Reaching her hand out she pulled him up only to have him be knocked back by toxics that were sprayed from Viper. Caroline was at his side, a whole had started to burn on his chest, she started to heal his wounds as soon as she could.

"Behind you!" She turned around but it was too late, Caroline had taken a swift kick to the jaw. She stumbled back clutching her mouth. She spit out blood and a bottom canine tooth. She looked up in time to encrust her skin with diamonds like Emma Frost had taught her years earlier. With a diamond kick Viper was out instantly. Tony had taken down Cobra behind her. Steve was by her side as soon as SHIELD agents had gotten Viper cuffed.

"Are you okay?" Steve had looked down in her hand and saw that she was holding her tooth. But another one had already regenerated in her mouth.

"Yeah, Hey Tony?"

"What up Blondie?"

"Can you learn anything from teeth?"

Tony had stood next to her his faceplate lifted, "Yeah." She turned and handed him her tooth. "This is my last original tooth. I had to recreate all the other ones."

And so Toy had taken it and went to his lab. Given it JARVIS he told him to find out anything he could. On the two hour mark JARVIS had finally spoke.

"Sir, I have determined Caroline's age," Tony had looked up and noticed the analysis and was shock immediately.

"Holy Shit."


	4. Chapter 4

*Future Chapters have Age of Ultron Spoilers*

Caroline was very nervous this morning. She was attending a public school, something she has never done before. Bruce noticed her nervousness and brewed her a cup of tea with some honey. Pepper had made her some pancakes and was now sitting next to her asking if she had all the supplies she needed. It was after the second time Pepper went through the list that she had stopped her. Pepper was just as excited as she was.

She had Tony drop her off, well more like Pepper made him do it. He had avoided her the last several days, he even left saying he had to talk to Professor X. He wouldn't tell her what was on his mind. She was wondering if she should read his mind then decided against it. If he wanted her to know, he would tell her.

He had chosen a Bentley, which she had said was a great way to make her blend in.

"Who wants to blend in?" He had walked in with her, he had to give them a few special documents. The whole way she had looks and whispers surrounding her. Her enhanced hearing picked up all of them. Whisper who she was, why was she with Tony Stark, was she different.

After finalizing all of the paper work and being told she was being put into the senior class, which was the only way Nick would allow her to attend, she waved goodbye at Tony and went to her first class. She was able to test out of most general educations that she would have normally taken. Choosing instead to take electives to finally find what she wanted to go to school for.

Photography was her first class of the day. When she walked in several peopled eyes followed her. She decided to sit next to the guy who was too busy on his project to notice her walk in. When she sat down her turned to look at her.

"Hey, You new?" She was digging through her backpack when he attempted to get her attention. Turning to him she realized the question was directed at her.

"Oh, uh yeah," she stuck her hand out, "Caroline." He grabbed it and smiled "Peter."

It was with that small touch did she learn so much from him. He had a girlfriend that recently passed away. She realized people generally died around him. Something she could relate to. Then right before he let go of her hand she saw a memory. It was of the fight. She saw herself fighting.

"So are you new to Manhattan?"

"Yeah, It's very different from Montana. I miss the fields."

"Oh? How's the weather in Montana?" She laughed, "You want to talk about the weather?"

"Yeah, Why not?" So she told him. She talked about rock climbing and her hobbies. He told her of his. He told her about his job and about his family. They talked most of the day. He met her in the courtyard during lunch and told her what was safe to eat and what wasn't. After choking down have a dry sandwich they created a schedule of who would bring lunch. It was his friends Harry's idea. She learned a lot about Harry during lunch. Harry then introduced her to a girl named Amy, who she had in her textiles class. After the day ended Amy, Harry, Peter and herself went to starbucks for some tea. They day started out chilly but became hotter as time went on.

"Where are you from?" It was Harry, he had placed a drink in front of her. He insisted on paying. She only agreed on it if he allowed her to pay the next time.

"Montana."

"Is it nice there?" Amy had stick her feet on top of Peter who pushed them off. She spit her tongue out at him and took a sip of her drink.

"I think so, I really like it. Mountains to climb. Fields to run in. Summers are definitely pool time."

"What made you move here?"

"Oh, um just for training really," she smiled sipping the rest of her tea. Harry was going to ask more questions but Amy interrupted,

"That girl has a nice rack," Peter and Harry both turned looking where Amy was pointing. Caroline laughed which was followed by Amy's laugh. "Typical Guys."

"When are you going to stop doing that?" Harry asked turning his attention to her.

"When it stops being funny."

"So never," Peter had started to shake his cup. The ice rattled and he chucked at the trash can.

"Nice shot!" Harry was the first to stand up, "I need to study. What about you guys?"

"Yeah, I'm behind on classes and I want to practice some different type of stitches." Caroline looked up at Harry, "If you guys need a place to study you can come over to my place."

"It's sounds tempting but I can't tonight," Peter was looking through his bag then finally pulled out a lanyard with keys attached to the end. "Maybe this weekend?" After some debating on what time they should show up on Saturday each person split up and headed they're own way. Caroline liked the sound of the cars and the distinctive noise of people talking. The shoes hitting the sidewalk, and the dogs bark in the background was so overwhelming it seem to drown itself out.

Caroline took the private elevator up to the Avengers section of the tower. Though it was all the avengers tower the top three floors were the living corridors. Steve was the first to know she was home besides JARVIS. He had happened to pass by her room when she was grabbing her needles from her nightstand.

"How was school?"

"It went really well. Made some friends and afterwards we went and got some ice tea."

"Wow, I knew you'd make friends. I think it's good you hanging out with people your own age." She had walked passed him holding material and thread. He followed her to the living room where Pepper was saying goodbye to Tony. She had to Japan for a meeting, being the CEO of Stark was able to get a hug out of Pepper before she grabbed her carry-on and rushed out the door.

"I'll text you!" Caroline had called after Pepper, the elevator closing on her words.

"I have some friends coming over Saturday, if that's cool with you?"

"Not a problem. The team is going to be heading out on a mission tomorrow."

"Oh? Where are we going?"

"Actually you're sitting this one out," Steve had said from the kitchen, "It's from a previous couple of missions."

She felt hurt, like she was unneeded. She turned towards her cloth and focused on the seam she was creating. Steve saw the look in her eyes, It was the same look he had given Bucky when he was still a scrawny kid. He didn't want to bring Caroline into Hydra. Not yet at least.

"We need you here looking after New York," Bruce had walked in behind Natasha. He didn't say anything but Caroline could see he really didn't want to go. Natasha was wearing her suit and Clint had just walked in wearing his.

"Yeah I don't think Spider-Man can handle the whole thing by himself. I don't think he's responsible enough." Caroline knew Spider-Man could handle it. She knew Clint was trying to make her feel better. It wasn't working though, so she dighed knowing they wouldn't let her go and decided she should know at least one thing. "Where are you going?"

"Sokovia."


	5. Chapter 5

After three hours of Netflix, sewing, and quick notes she was fed up being bored so she started talking to JARVIS.

"So what's your favorite color?"

"I am particularly fond of green."

Caroline was sitting upside down on the couch her feet dangling over the edge of the couch. JARVIS had told her several times to sit correctly and she plain out said she wasn't moving just because he said she should. He stopped asking after that. "Do you have a favorite music?"

"I enjoy classical."

"Do you sleep?"

"I go into a hiatus at points."

"Not the same," She rolled off the couch and walked into the kitchen. "Hey if I invite someone over can you not tell Tony?"

"I will not directly tell him but if he asks I will not lie," She was looking in the fridge and looked toward the ceiling.

"Good enough for me," She grabbed her phone and started clicking away.

After twenty minutes the elevator opened and Peter was looking around the room. "You live in the Avengers towers? Why didn't you tell me?"

"Well one I just met you." She handed him an unopened Sprite."And the two, you didn't tell me you were Spider-Man."

He looked at her in shock and then it turned blank, "What?"

"I'm not stupid Peter. Why do you think I invited you instead of Harry or Amy. I wanted to talk to you about being a superhero."

"No. You got it wrong I'm not-"

"I can read your thoughts,"

"What?"

She pulled out a pack of popped chips that Pepper had picked up for her to snack on. "That girl, the one who you fought with. Against Viper?"

"I don't see-"

"That was me. Just stop with the act. You don't have to lie to me and I won't lie to you." She tipped the bag towards Peter. He looked at the bag for a moment then reached for it. She could feel the shift in the atmosphere. That lead to a three hour conversation about their lives. She admitted that she only had about five years of memories. She was found in the woods at the age of ten with no memory of herself, of anything. He told her about vague memories of his parents. He remembers his Uncle and his Aunt the best. He said most of his early life is a blur, Doctors said it was stress induced amnesia.

"JARVIS?"

"Yes Caroline?"

"When is the team suppose to get back?"

"They are hitting several Hydra Headquarters. There last stop on this mission is Sokovia. Thor has already met up with the team. This should take three days. Pepper is suppose to get back in about a week. There will be a party when they get back."

"Thanks JARVIS." She had changed into yoga pants and loose t-shirt. She believe it might be Steve's Pepper must have placed it in her room on accident but she doesn't plan on giving it back. Peter was sitting on the floor. He had finished his homework about twenty minutes ago and caught her up in what they have learned in History so far.

"So are you an Avenger?"

"I don't think so. Maybe more like a apprentice?" She still didn't have an official codename. At least Peter had something the tabloids can call him.

"Where did you get the scar?" She looked down at him and realized she had washed her face. This was the first time he has seen her scar.

It was 11:30 when she explained what seemed like all her adventure. "I have to get going," Peter had grabbed his backpack and waved at her. "See ya tomorrow."

"I would like to inform you that Mister Stark has ask to keep it PG-13," She groaned and leaned back against the couch, "You told him?"

"I told you I would not lie if he asked."

"How is it going for them?" She walked around the living room picking up her items that had ended being scattered around.

"They have taken down a base and are heading out to another one."

"Hey JARVIS," She had switched the lights off in the hall standing in the doorway of her room, "They don't need to know who Spider-Man is. I expect you to at least let him have his privacy."

"The information has been deleted."

She took her hand of the control panel canceling the connection she had formed, "Perfect."


End file.
